OPPENHEIMER CAPITAL INCOME FUND, 497, 2001-01-16

OPPENHEIMER CAPITAL INCOME FUND
497, 2001-01-16

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                       OPPENHEIMER CAPITAL INCOME FUND
                   Supplement dated January 16, 2001 to the
                      Prospectus dated December 18, 2000



The paragraph  captioned  "Portfolio  Mnagers" under the section "How the Fund
is Managed" on page 12 is deleted in and replaced with the following:

Portfolio Manager.  The portfolio manager of the Fund is Michael Levine. He is
      the person  principally  responsible  for the day -to-day  management of
      the Fund's  portfolio.  Mr. Levine became a Vice President and portfolio
      manager  of the Fund on June 1,  1999 and has been a Vice  President  of
      the Manager since June 1998.  Prior to joining the Manager in June 1994,
      Mr.  Levine was a portfolio  manager  and  research  associate  for Amas
      Securities,  Inc. Mr. Levine is a portfolio manager and officer of other
      Oppenheimer funds.







January 16, 2001                                              PS0300.018


<PAGE>




                       OPPENHEIMER CAPITAL INCOME FUND
                   Supplement dated January 16, 2001 to the
         Statement of Additional Information dated December 18, 2000



The biography for John Doney in the section captioned "Trustees and Officers
of the Fund" on page 28 is deleted in its entirety.









January 16, 2001                                             PX0300.0009